Exhibit 10.3
SUPPLEMENTAL TRANCHE B JOINDER AGREEMENT
SUPPLEMENTAL TRANCHE B JOINDER AGREEMENT, dated July 2, 2002
(this "Joinder Agreement"), to the Fifth Amended and Restated Credit Agreement,
dated as of November 1, 1999 (as heretofore amended, supplemented or otherwise
modified, the "Credit Agreement"), among AURORA FOODS INC. ("Company"), the
several banks and other financial institutions or entities from time to time
parties thereto (the "Lenders"), JPMORGAN CHASE BANK (formerly known as The
Chase Manhattan Bank), as administrative agent (in such capacity, the
"Administrative Agent"), NATIONAL WESTMINSTER BANK PLC, as Syndication Agent (as
defined in the Credit Agreement) and UBS AG, STAMFORD BRANCH, as Documentation
Agent (as defined in the Credit Agreement).
W I T N E S S E T H:
WHEREAS, the undersigned (each, a "Supplemental Tranche B Term
Loan Lender" and collectively, the "Supplemental Tranche B Term Loan Lenders")
desires, pursuant to subsection 2.1A(vi) of the Credit Agreement, to make
Supplemental Tranche B Term Loans to Company;
WHEREAS, the Supplemental Tranche B Term Loan Lenders may not
have been original parties to the Credit Agreement but now desire to become
parties thereto;
NOW, THEREFORE, each Supplemental Tranche B Term Loan Lender
hereby agrees as follows:
1. Terms defined in the Credit Agreement and used herein
without definition shall have the meanings given to them in the Credit
Agreement.
2. Upon execution and delivery of this Joinder Agreement by
such Supplemental Tranche B Term Loan Lender in accordance with subsection
2.1A(vi) of the Credit Agreement, the undersigned hereby becomes a Supplemental
Tranche B Term Loan Lender under the Credit Agreement and shall make such
Supplemental Tranche B Term Loan to Company, funding an amount which represents
a discount to its Supplemental Tranche B Term Loan Commitment as set forth under
such Supplemental Tranche B Term Loan Lender's signature.
3. Each Supplemental Tranche B Term Loan Lender agrees to be
bound by the provisions of the Credit Agreement and agrees that it shall become
a Lender for all purposes of the Credit Agreement to the same extent as if
originally a party thereto.
4. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
5. This Joinder Agreement may be executed by one or more of
the parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page hereof by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Joinder Agreement to be duly executed and delivered by their proper and duly
authorized officers as of this 2nd day of July, 2002.
JPMORGAN CHASE BANK
Supplemental Tranche B Term Loan Commitment:
$30,500,000.00
By /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Accepted and agreed:
AURORA FOODS INC.
By /s/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: President & CEO
JPMORGAN CHASE BANK, as
Administrative Agent
By /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
CONFORMED COPY
SUPPLEMENTAL TRANCHE B JOINDER AGREEMENT
SUPPLEMENTAL TRANCHE B JOINDER AGREEMENT, dated July 2, 2002
(this "Joinder Agreement"), to the Fifth Amended and Restated Credit Agreement,
dated as of November 1, 1999 (as heretofore amended, supplemented or otherwise
modified, the "Credit Agreement"), among AURORA FOODS INC. ("Company"), the
several banks and other financial institutions or entities from time to time
parties thereto (the "Lenders"), JPMORGAN CHASE BANK (formerly known as The
Chase Manhattan Bank), as administrative agent (in such capacity, the
"Administrative Agent"), NATIONAL WESTMINSTER BANK PLC, as Syndication Agent (as
defined in the Credit Agreement) and UBS AG, STAMFORD BRANCH, as Documentation
Agent (as defined in the Credit Agreement).
W I T N E S S E T H:
WHEREAS, the undersigned (each, a "Supplemental Tranche B Term
Loan Lender" and collectively, the "Supplemental Tranche B Term Loan Lenders")
desires, pursuant to subsection 2.1A(vi) of the Credit Agreement, to make
Supplemental Tranche B Term Loans to Company;
WHEREAS, the Supplemental Tranche B Term Loan Lenders may not
have been original parties to the Credit Agreement but now desire to become
parties thereto;
NOW, THEREFORE, each Supplemental Tranche B Term Loan Lender
hereby agrees as follows:
1. Terms defined in the Credit Agreement and used herein
without definition shall have the meanings given to them in the Credit
Agreement.
2. Upon execution and delivery of this Joinder Agreement by
such Supplemental Tranche B Term Loan Lender in accordance with subsection
2.1A(vi) of the Credit Agreement, the undersigned hereby becomes a Supplemental
Tranche B Term Loan Lender under the Credit Agreement and shall make such
Supplemental Tranche B Term Loan to Company, funding an amount which represents
a discount to its Supplemental Tranche B Term Loan Commitment as set forth under
such Supplemental Tranche B Term Loan Lender's signature.
3. Each Supplemental Tranche B Term Loan Lender agrees to be
bound by the provisions of the Credit Agreement and agrees that it shall become
a Lender for all purposes of the Credit Agreement to the same extent as if
originally a party thereto.
4. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
5. This Joinder Agreement may be executed by one or more of
the parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page hereof by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Joinder Agreement to be duly executed and delivered by their proper and duly
authorized officers as of this 2nd day of July, 2002.
GENERAL ELECTRIC CAPITAL CORPORATION
Supplemental Tranche B Term Loan Commitment:
$7,134,408.60
By /s/ W. Xxxxxx XxXxxxxxx
-------------------------------------
Name: W. Xxxxxx XxXxxxxxx
Title: Duly Authorized Signatory
Accepted and agreed:
AURORA FOODS INC.
By /s/ Xxxxx X. Xxxxx
--------------------------
Name: Xxxxx X. Xxxxx
Title: President & CEO
JPMORGAN CHASE BANK, as
Administrative Agent
By /s/ Xxxxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
